FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * JEAN RAYMOND A   2. Issuer Name and Ticker or Trading Symbol QUANEX CORP [NX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO and President (Last) (First) (Middle) 1900 WEST LOOP SOUTH, SUITE 1500 3. Date of Earliest Transaction (Month/Day/Year) 04/23/2008 (Street) HOUSTON, TX 77027 4. If Amendment, Date Original Filed(Month/Day/Year) 04/24/2008 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/23/2008   G(1) V 12,936 D $ 0 163,692 I By self as trustee for the Raymond A. Jean Revocable Trust Common Stock 04/23/2008   G(1) V 12,936 A $ 0 176,628 I By RLJ Holdings, LP Common Stock 04/23/2008   D   176,628 D (2) 0 D   Common Stock 04/23/2008   M   36,269.699 A (3) 36,269.699 D   Common Stock 04/23/2008   D   36,269.699 D $ 54.22 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 37.47

04/23/2008

M

80,600

(4)

12/05/2016

Common Stock

80,600

$ 16.75

0

D

Employee Stock Option (right to buy)

$ 17.6

04/23/2008

M

73,575

(4)

12/03/2013

Common Stock

73,575

$ 36.62

0

D

Employee Stock Option (right to buy)

$ 40.9467

04/23/2008

M

61,800

(4)

12/01/2015

Common Stock

61,800

$ 13.2733

0

D

Employee Stock Option (right to buy)

$ 14.2222

04/23/2008

M

123,750

(4)

12/04/2012

Common Stock

123,750

$ 39.9978

0

D

Employee Stock Option (right to buy)

$ 26.3111

04/23/2008

M

92,250

(4)

12/01/2014

Common Stock

92,250

$ 27.9089

0

D

Phantom Stock Units

(3)

04/23/2008

M

36,269.699

04/23/2008

04/23/2008

Common Stock

36,269.699

(3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JEAN RAYMOND A 1900 WEST LOOP SOUTH SUITE 1500 HOUSTON, TX 77027	X		Chairman, CEO and President

Signatures

/s/ John J. Mannion, Power of Attorney		04/24/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person transferred these shares to RLJ Holdings, LP, a limited partnership of which the reporting person is the sole manager of the general partner.
(2)	Disposed of pursuant to merger agreement between issuer and Gerdau Delaware, Inc.
(3)	Each share of phantom stock was the economic equivalent of one share of Quanex Corporation common stock. The reporting person settled his shares of phantom stock for cash.
(4)	All employee stock options of the issuer were cancelled on 4/23/2008 pursuant to the merger agreement among issuer, Gerdau S.A. and Gerdau Delaware, Inc. in exchange for an amount equal to the merger consideration ($39.20) plus the value of a share of Quanex Building Products Corporation common stock at the close of business on the transaction date ($15.02) less the exercise price.

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